Offshore Company Incorporation Services

Offshore Company  Incorporation Services

Offshore Countries Location :

Anguilla

Seychelles

Belize

Cayman Islands

British Virgin Island

Panama

GENERAL INFORMATION

Anguilla is the most northerly of the Leeward Islands and is located in the north-eastern Caribbean, approximately 950 miles south-east of Miami, Florida. There is an estimated population of 12,000 inhabitants and a land area of 91 square kilometers. The Island is an Overseas Territory of the United Kingdom with a legal system based upon English common law with local modifications. The Island is governed by an Executive Council appointed by the governor from amongst the elected members of the House Assembly. The United Kingdom is responsible for the defense and foreign affairs of Anguilla.

CORPORATE REQUIREMENTS

Name: The name of an IBC must indicate that the company is Limited. A company name can be verified by direct computer link with the Registry and confirmed within one hour of being requested. The incorporation will usually take two to three working days. Chinese company name is allowed and will show on the C.I. and M&A. The following words cannot be used either in English or any other language: ’Assurance’, ’Bank’, ’Building Society’, ‘Commonwealth’, ‘Co-operative Society’, ‘Fidelity’, ‘’Friendly Society’, ‘Fund’, ‘Guarantee’, ‘Indemnity’, ‘Insurance’, ‘Re-insurance’, ‘Trust’, ‘Trustee’, ‘Underwriter’, ‘Royal’, ‘Imperial’, ‘Empire’, ‘Municipal’ and ‘Chartered’ or any derivatives of any of these words without the written consent of the relevant department of the local government.

Capital: The authorized capital of an international business company maybe stated in any currency approved by the Registrar and the par value of shares with a par value, if any, Shall be expressed in the same currency.

Shareholders: An exempted company need to have one shareholder and shares can be issued in bearer or registered form. There is no requirement to file the details of shareholders on any public record.

Registered Office / Agent: As a matter of local company law the company must maintain a registered office address within Anguilla and a registered agent as well.

Directors / Officers: A minimum of one director is required and corporate directors are permitted. There is no requirement to file the details of directors on any public record.

Register of Members: A copy of the share register must be kept at the Registered Office commencing from the date of registration of the Company.

ANNUAL LCENSE DUE DATE AND PENALTIES

ANNUAL LICENSE DUE10% SURCHARGE50% SURCHARGESTRUCK-OFF FROM REGISTRY
ANNIVERSARY DATE PERIOD
• Q1: Jan.-Mar.
• Q2: Apr.-Jun.
• Q3: Jul.-Sep.
• Q4: Oct.-Dec.
THREEE MONTHS AFTER THE END OF ANNIVERSARY DATE PERIODFROM THE FOURTH UP TO THE SIXTH MONTH FROM THE END OF ANNIVERSARY DATE PERIODSIX MONTHS AFTER THE END OF ANNIVERSARY DATE PERIOD

GENERAL INFORMATION

Seychelles is a 115-islands country spanning an archipelago in the Indian Ocean. Other nearby island countries and territories include Madagascar, Mauritius and Maldives. The land area is around 455 square kilometers and has a population of approximately 90,000. The legal system originated from French civil law, but most modern criminal and business legislation is closer to Anglo-Saxon common law practice. The official languages are a French-based Creole, English and French, with Creole being the most widely used. Business is conducted in French and English.

HIGHLIGHTS OF SEYCHELLES COMPANIES

Seychelles offers a number of offshore business structures which include the Seychelles International Business Company or the IBC, the Seychelles Special License Company and the Seychelles Limited Partnership. Seychelles IBC is the most popular type of offshore corporation available in Seychelles.

CORPORATE REQUIREMENTS
Name: The name of an IBC must indicate that the company is Limited. Incorporation of a company usually take one to three working days. Chinese company names are allowed. The following words cannot be used either in English or any other language: ’Assurance’, ’Bank’, ’Building Society’, ‘Commonwealth’,
‘Co-operative Society’, ‘Fidelity’, ‘’Friendly Society’, ‘Fund’, ‘Guarantee’, ‘Indemnity’, ‘Insurance’,
‘Re-insurance’, ‘Trust’, ‘Trustee’, ‘Underwriter’, ‘Royal’, ‘Imperial’, ‘Empire’, ‘Municipal’ and ‘Chartered’ or any derivatives of any of these words without the written consent of the relevant department of the local government.

Capital: The authorized capital of a Seychelles IBC maybe stated in any currency approved by the Registrar and the par value of shares with a par value, if any, Shall be expressed in the same currency.

<strong>Registered Office / Agent: As a matter of local company law the company must maintain a registered office address within Seychelles and a registered agent as well.

Shareholders: Company need to have at least one shareholder and shares can be issued as registered shares or bearer shares. There is no requirement to file the details of shareholders on any public record.

Directors / Officers: A minimum of one director is required and corporate directors are permitted. There is no requirement to file the details of directors on any public record.

Register of Members / Directors: The registers or copies of the registers must be kept at the registered office. The registers maybe written or magnetic/electronic form, as long as legible evidence can be produced.

ACCOUNTING RECORDS
All Seychelles IBC’s must maintain proper accounting records. Such records must be kept at the registered office or the company must inform the registered agent in writing of the physical address of the records.

ANNUAL LCENSE DUE DATE
The renewal fee is due on the day before the anniversary date of the company’s incorporation.

GENERAL INFORMATION

Belize is located at the northeastern end of Central America, south east of Mexico and has an approximate population of 245,000. It achieved independence in 1981 and has been a British Crown Colony since 1862. The political system is based on British Westminster model, with Her Majesty the Queen being represented by the Governor General of Belize. Executive authority is exercised by the Cabinet under the leadership of the Prime Minister, subject to approval by the 28 member Senate. The law in Belize is derived from the English Common law, supplemented by local legislation. The court system is also similar to that of England and contract and commercial law is based on the English law model. There are excellent connections to and from the country from the US and Central America. Telephone and international courier services are also well developed. English is the official language, but Spanish is also spoken. Agriculture constitutes the major economic activity, although there is increasing contribution from tourism and the offshore industry. Belize also benefits from a number of preferential market access arrangements. Most of the country’s population is ethnically diverse and includes descendants of the original Mayan culture as well as various mixtures of Caribbean people, Chinese and East Indians.

CORPORATE REQUIREMENTS

Seychelles offers a number of offshore business structures which include the Seychelles International Business Company or the IBC, the Seychelles Special License Company and the Seychelles Limited Partnership. Seychelles IBC is the most popular type of offshore corporation available in Seychelles.

CORPORATE REQUIREMENTS
Name: A Belize IBC can be incorporated in any language using the Latin alphabet. The Registrar may require an English translation to ensure that the name is not on the list of restricted names. Certain names require special consent or a license. These include Bank, Building Society, Saving, Loans, Insurance, Assurance, Re-Insurance, Fund Management, Investment Fund, Trust, Trustees, Chamber of Commerce, University, Municipal or their foreign language equivalent or any name in English or a foreign language that may suggest an association with the banking or insurance industry in general. Any name of a company that has already been incorporated to that is so similar as to cause confusion, is prohibited. Any name considered to be undesirable, obscene or offensive is also disallowed. Names suggesting Royal Patronage such as “Royal” or “Imperial”, or any name suggesting the patronage of the Belize government is also prohibited.

Subscribers: Subscribers maybe individuals or corporate entities and nominee shareholding is permissible through the service of local registered agents. The minimum number of shareholders is one.

Capital / Shares: The standard authorized share capital is US$50,000. Shares with or without par value are permitted. Share capital maybe expressed in any currency. The minimum issued share capital is one share of no par value or one share of par value. Bearer shares are permitted.

Directors / Officers: IBC’s must have a minimum of one director who maybe natural persons or bodies corporate. Directors can be of any nationality and need not be resident in Belize. A company secretary is not a requirement under the Act, but a Secretary is normally appointed to facilitate signing obligations.

Registered Office / Agent: IBC’ must have a registered office and a registered agent in Belize. The registered office must be maintained at the address of a licensed management company.

Register of Members: IBC’s are not required to file details of shareholders, directors or accounts. A company is however required to keep financial records which reflect the financial position of the company.

Books, Records and Seal: The only information that is made available to the public is the company’s Memorandum of Association, Articles of Association and a Certificate of Incorporation.

GENERAL INFORMATION

The Cayman Islands are a British Crown Colony consisting of a small chain of islands in the Caribbean lying approximately 480 miles south of Miami, Florida. The area is about 260 square kilometers and consist of the well-known islands of Grand Cayman and the “Sister islands” of Cayman Brac and Little Cayman. Grand Cayman, the largest of the three islands, is the only significantly populated island with 30,000 of its approximately 35,000 residents living in George Town, the capital. None of the islands have any rivers, but vegetation is luxuriant, the main trees being coconut, thatch palm, sea grape and Australian pine.

The Islands are largely self-governing British Crown colony and have traditionally been run by well-educated and forward-thinking Caymanians. There is complete social harmony and the Caymanians share a preference to remain a British territory. Britain is responsible for internal security and defense. The legal system is based on English Common Law and is complemented by local laws. The courts operate under the English system, and the highest appeal is to the Privy Council in London, England.

HIGHLIGHTS OF CAYMAN CORPORATIONS

There are two principal types of companies suited for offshore operations, which are: The ordinary (non-resident) and the exempt, both types of companies limited by shares.

Structurally, both are the same type of Limited Liability Company, However, the Financial Secretary certifies a non-resident company, as a company, which does not intend to carry on business within the Cayman Islands. An exempt company, instead, has applied for and been granted “exempt” status by the Financial Secretary and cannot carry on business in the Islands either. The exempt company may issue bearer shares and maintain its register of shareholders confidential, although in practice an ordinary (non-resident) company may utilize nominee shareholders. The exempt company files annually a compliance statement, instead of a detailed annual return. An exempt company can be granted an exemption from future taxes for a period of 20 years, which is renewable. However, it should be noted that there are no taxes in the Cayman Islands, anyway. Exempt companies are not permitted to own land in the Cayman Islands. Recently, specific legislation was enacted which introduced the new concept of an “exempted limited Duration Company”. A limited duration company is a company that has at least 2 subscribers or 2 members; a Memorandum of Association which limits the duration of the company to a period of 30 years or less; and the name of the company includes at its end “Limited Duration Company” or “LDC”.

CONFIDENTIALITY
The Confidential Relationships (Preservation) Law makes it a criminal offense, punishable by prison and serve fines, to divulge information obtained as a result of violating professional confidence. The law applies, not only to those caught divulging information in Cayman, but also to outsiders seeking to obtain unauthorized information.

There is mutual legal assistance treaty with the United States. The information exchanged is strictly for prosecuting unlawful criminal activity, and specifically prohibits using the treaty to obtain information related directly or indirectly to taxation, This treaty has served to enhance the quality and reputation of the Cayman Islands offshore sector and has not infringed on the confidentiality requirements of legitimate business interests.

CONFIDENTIALITY

There are no exchange control regulations of any type in the Cayman Islands. There is a local Cayman dollar. However, in practice, the US Dollar circulates freely on the Islands, at a fixed exchange rate of CI$1.00 equals US$1.20.

CONFIDENTIALITY

Name: Ordinary (non-resident) must utilize the word Limited or Ltd. In their ending, while exempt companies can use virtually any ending, and do not have to specifically cannote in the name that the liability is limited. However, it is the practice to use the common endings that include limited liability, i.e.: Inc., Corp., S.A., A.G., Ltd., etc. No company may use the work bank, trust, insurance, etc., unless a special license is obtained. Similarly, without the approval of the Registrar, no name that is considered to suggest connection with any public board, local authority, or royal connection is permitted. A corporate name can be confirmed the same day as requested.

Capital / Shares: There is no statutory minimum share capital other than the smallest unit currency in which the capital is authorized. The maximum capital that pays the minimum registration and annual license fee is US$50,000 for ordinary (non-resident) and exempt companies. Exempt companies may issue bearer shares as long as they are fully paid (restricted mobility), while ordinary (non-resident) companies cannot. For both types of companies registered shares may be issued partly paid.

Shareholders: One shareholder is required and no particular nationality or qualifications is necessary. For an ordinary (non-resident) company, names and addresses of shareholders have to be disclosed to the Registrar upon filing the annual return and the register is available for public inspection. The Registrar is obliged to keep the information confidential.

Directors / Officers: Companies must have at least one director and a secretary which maybe corporate and of any nationality. Both types of companies must notify the Registrar of the names and addresses of its directors and officers. However, the Registrar can only make this information available to the Registered Office, which can obtain it in the form of a Certificate of Incumbency.

Registered Office / Agent: It is necessary to have a local qualified Registered Office that also acts as Registered Agent.

Registers: Each company is required to keep the following registers, which are usually kept at the company’s registered office, although the register of mortgages and charges and the register of directors and officers are the only registers required by law to be maintained by the registered office:

a.Register of Directors and Officers
This is required only to contain the names and addresses of the directors and officers, but normally also contain their dates of appointment and removal of resignation.

b.Register of Members
This must contain the names and addresses of the shareholders of the company, the numbers of shares held by each, the distinguishing numbers (if any) of those shares, the amount paid or agreed to be paid on the shares, together with the date on which each person became and ceased to be a shareholder of the company.

c.Register of Mortgages
This must contain details of all mortgages and charges specifically offering property of the company, including a short description of the property mortgaged or charged, the amount of the charge created and the names of the mortgages or persons entitled to the charge.

ANNUAL REQUIREMENTS
An ordinary (no-resident) company must file an annual return containing details of its shareholders, while an exempt company only needs to file an annual declaration of compliance with the company’s law signed by an officer or director. Annual accounts do not have to be filed, nor do they require appointment of auditors.

An ordinary (no-resident) company must hold at least one Annual General Meeting of Shareholders, which can be held anywhere in the world. Alternates or Proxies usually accomplish this requirement.

ANNUAL LICENSE DUE DATE AND PENALTIES

ANNUAL LICENSE
DUE DATE
33.33%
SURCHARGE
66.67%
SURCHARGE
1000%
SURCHARGE
STRUCK-OFF
FROM THE
REGISTRY
31 MARCH1 APRIL-30 JUNE1JULY – 30 SEPT.1 OCT.-31 DEC.1 JANUARY

GENERAL INFORMATION

The British Virgin Islands (“BVI”) are a group of 40 islands and islets located in the Caribbean 60 sea miles east of the Island of Puerto Rico and easily accessible by airplane. The area is 153 square kilometers with the best-known islands of Tortola, Virgin Gorda, Anegada and Jost Van Dyke. Tortola, or “Island of turtle doves” is the largest of the BVI with the capital of Road Town and a topography of largely rolling hills and beaches, rising to 1,780 feet at Mount Sage the highest point. The resident population is approximately 21,000 of which the majority lives in Tortola and enjoys a tropical climate.

The business environment of the BVI is favorable with the excellent communication systems worldwide, nearly 100% literacy rate and English as the main language. The principal component of the Gross National Product (“GNP”) is tourism, with the international service industry coming in second.

The BVI is a British Crown Colony with its corporate law based on the English common law and had an excellent reputation of political stability. The Islands are self-governing, with a Governor who chairs the Executive Council. There is also Legislative Council and a judicial system that is under the direction of the Eastern Caribbean Supreme Court with final appeal to the Privy Council in London, England.

HIGHLIGHTS OF BVI BC COMPANIES

The BVI Business Companies ACT, 2004 (“BV Act”) came into effect on January 1st, 2006, to replace the International Business Companies Act, 1984 and the Companies Act (Cap 285).

The BVI BC Act is being phased in over a two-year transition period as follows:

2005-Until December 31st, 2005, companies could be formed under the old IBC Act.

2006-Beginning January 1st, 2006, all new incorporations will be formed ONLY under the BVI BC Act.

During the period January 1st, 2006 through December 31st, 2006, existing companies incorporated under the original IBC Act or the domestic “Companies Act” will be permitted to continue operating under those Act to enable them to prepare for transition to the new Act.

2007- On January 1st, 2007, Companies maintained under the existing IBC Act and Companies Act will automatically be re-registered under the BVI BC Act. By 2007, all companies registered in the BVI will be operating under the new regime.

CORPORATE REQUIREMENTS
Name: BC names must contain the words Corporation, Incorporated, Sociedad Anonima, Societe Anonyme, Limited, or their abbreviations. Chinese names together with their English translation can be registered in the BVI. Numbers are permitted as part of the company name together with foreign characters.

The name must not include words such as bank, insurance, assurance, reinsurance, trust, trustee, cooperative, royal, imperial, municipal, chartered, building, society, chamber of commerce, securities, fund, or their derivatives, except with the written approval of the Registrar and the obtainment of a license, where required. A company name can be verified by direct computer link with the Registry and confirmed within one hour of being requested. The incorporation will usually take two to three working days.

Incorporator: All companies must apply to the Registry for incorporation by filing a memorandum and articles of association signed by the proposed registered agent, as incorporator.

Number and Class of Shares: The “authorized capital” and “share capital” concept, as we know it, no longer exist under the BVI BC Act. The BVI BC Act specifies the requirement for the memorandum to state

the maximum number of shares that the company is authorize to issue. BVI BC’s are not required to specify the par value of its shares or the currency, however, clients may request this option.

All companies must state the classes of share it is authorized to issue, and, if the company is authorize to issue two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each share.

Registered Office / Agent: Every BC must have a Registered Office and a qualified Registered Agent in the BVI.

Shareholders: A minimum of one shareholder is required. Corporate or natural shareholders are permitted. No details of the shareholders appear on the public file but a register of shareholder must be kept at the registered office address of the BVI Company.

Directors / Officers: The first register agent must appoint a director within 6 months of the date of incorporation of the company. A person shall not be appointed as Director unless he or she has consented in writing to be a director. A company shall have one or more directors and a number of directors may be fixed by the articles of the company.

Where a company has a sole member acting as the sole director, that person can appoint a Reserve Director who will become the director of the company upon the death of the sole director. The Reserve Director must consent in writing to act as director.

Register of Members: As specified in the BVI BC Act, all companied MUST AND SHALL keep a register of members. The Register by itself or a copy must kept at the registered office, and as prescribed by law and in our M&AA’s, the registers may by written or magnetic/electronic form, as long as legible evidence can be produced.

The registers of members must contain the following information:
-Names and addresses of the shareholders (registered shares)
-Number of each class and series of registered shares held by a shareholder
-Number of each class and series of bearer shares held by a shareholder
-Information with respect to bearer share certificates, including the name and address of custodian
-Date when name of each member was entered in the register
-Date when any person ceased to be a member

Company Records: The Registered Agent must maintain the following documents at its office: the company’s M&A, the Registers of Directors and Members or copies of the same and minutes of meetings and resolutions of members and directors, unless the directors resolve otherwise whereby they must advise the registered agent where they are being kept within 14 days.

If the Registered Agent is only in possession of copies of the registers, the company is obligated to advice the agent of any changes to these registers within 15 days of those changed being made. The Registered Agent must also be advised in writing of the location of the original registers.

Continuation: The BIV BC Act establishes that a company that desires to continue under the jurisdiction of the BVI will have to file satisfactory evidence that the law of the foreign country permit the migration of the company.

ANNUAL LICENSE DUE DATE AND PENALTIES AFTER THE FIRST YEAR OF INCORPORATION

DATE OF INCORPORATIONANNUAL LICENSE DUE DATE10%SURCHARGE50%SURCHARGESTRUCK-OFF FROM REGISTRY
JAN 1 – JUNE 30MAY 31JUNE 1- JULY 31AUG 1- OCT 31NOV 1
JULY 1- DEC 31NOV 30DEC 1-JAN 31FEB 1-APR 30MAY 1

Panama Private Interest Foundation

What is a Panama Private Interest Foundation?
The Panama Private Interest Foundation is a juridical person that established with the sole purpose of fulfilling the wishes of a person that gives the foundation assets, properties or goods for administration.
The Foundation is regulated by Law 25 of 1995, its Foundation Charter and its Regulations. It has similar rights as those of a person. It can acquire goods, have assets, enter into contracts and apply for a loan.

What rights are given to a Panama Private Interest Foundation?
The Foundation as shareholder is allowed to own a company that is actively investing assets or is involved in commercial activities. The Foundation can own shares of a real estate company but it cannot itself act as a real estate company. Moreover, the Foundation may sell property or assets its own, but not as a line of business, only to meet the objectives of the Foundation, which can be for distribution to Beneficiaries. Ref. Article 3, Law 25, June 12, 1995.
For all legal purposes, the Foundation’s assets shall constitute a patrimony separate from the Founder’s personal property. The Foundation’s assets cannot be seized or subject to lawsuits set against the Founder or the Beneficiaries. Ref. Article 11, Law 225, June 12, 1995.

Foundation Organization

The Foundation
The Foundation is a juridical person created by the filing of the Foundation Charter at the Public Registry. The main objective of the foundation is to manage assets and properties as established by the Founder in favor of the Beneficiaries by way of its Regulations.

The Founder
• One or more natural or juridical persons may form a Private Interest Foundation.
• The Founder provides the estate or patrimony of the Foundation.
• The Founder determines the purposes and objectives of the Foundation.
• The Founder or Protector appoints the Beneficiaries and how the benefits will be distributed.
• The client may choose to use our services as Nominee Founder to preserve confidentiality of the Founder.

The Foundation Council
• The Foundation Council can be 1 juridical person or a minimum of 3 natural persons.
• The Founder can be a member of the Foundation Council.
• The obligations, unless otherwise stated in the Foundation Charter or Regulations are to:
i. Manage the Foundation’s assets, in accordance with the Foundation Charter and its statutes.

ii. Carry out acts, contracts or business as maybe expedient or necessary to fulfill the purpose of the Foundation.
iii. Distribute the assets to the Beneficiaries as stated in the Foundation Charter and its Regulations.

The Beneficiaries
• Natural or juridical persons can be appointed as Beneficiaries by the Founder.
• The Founder maybe one of the Beneficiaries.

The Protector

• One or more natural or juridical persons may form a Private Interest Foundation.
• The Founder provides the estate or patrimony of the Foundation.
• The Founder determines the purposes and objectives of the Foundation.
• The Founder or Protector appoints the Beneficiaries and how the benefits will be distributed.
• The client may choose to use our services as Nominee Founder to preserve confidentiality of the Founder.

The Foundation Charter

• It is a Public Document.
• Establishes the name of the Foundation.
• Designates the Foundation Council and address of its members.
• It establishes how to appoint the Beneficiaries.
• The name of the Registered Agent of the Foundation in the Republic of Panama.
• The purpose of the Foundation.
• The duration of the Foundation.
• The use to be made to the foundation’s assets and the manner of liquidating its patrimony, in the event of dissolution.
• Any other lawful clauses deemed expedient by the Founder.

The Regulations
• It is a Private Document.
• Establishes the patrimony of the Foundation.
• Establishes the duties of the Foundation Council.
• It names the Beneficiaries and how to distribute the patrimony.
• It names the Protector and duties.
• It establishes how the patrimony of the Foundation is to be liquidated.
• Any other lawful clauses deemed expedient by the Founder.

Summary of the Benefits of the Panama Private Interest Foundation
• Through a company the Founder can be the sole manager of the Foundation while being the Protector and the first Beneficiary.
• Through the Regulations of the Foundation the Founder appoints Beneficiaries and how to distribute benefits, similar to a will.
• The Founder can modify the Regulations and add assets and goods throughout time as well as make changes to the Beneficiaries.
• The assets of the Foundation become legally independent and are separate from the private estate of the Founder.

Most common uses of Panama Private Interest Foundations
• To protect and provide those in need of assistance managing assets, such as minors, mentally handicapped individual, or anyone unable to manage their patrimony who might be at risk of loosing their patrimony.

• For the continuation of a family business to ensure that through the generation the business remains in the family and does not fall into third parties.
• To manage payments for clothing, housing, living expenses or to individuals, educational institutions or other entities for the well being of one or more members of a family.
• To provide funds for scientific research, charity works, or general humanitarian goals.
• TO manage company dividend or bonus compensation packages for workers or manage pension plans.
• As a substitute for pre-nuptial agreements.
• As a holding vehicle for shares or participation in private companies. This is one of the most frequent uses of foundations.
• As a vehicle for investments in time deposits, bonds or other investments tools.
• As a holing vehicle for high value goods such as art work.
• As an instrument to prevent adverse situations such as succession trials, political instability in country of citizenship or residence or third party claims.
• To discretely and safely manage bank accounts, numbered or not.
• For any general Asset Protection Planning purposes or Estate Management Purposes.